Terms and Conditions
These SIERRA Terms and Conditions of Sale (Consumer) ("Terms of Sale") govern all consumer orders for products, including spare parts ("Products"), placed by any individual or organization ("you" or “your”) from the SIERRA Corporation (“SIERRA”, “we”, “our” or “us”) through our website at sierraparts.com (“Website”), as well as any and all subsequent use of such Products.
THESE TERMS OF SALE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SIERRA. BY SUBMITTING AN ORDER FOR A PRODUCT THROUGH THE WEBSITE, OR ACCEPTING THESE TERMS OF SALE ON THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF SALE WITH RESEPCT TO THAT PRODUCT and as to any other product you MAY LATER order through the Website, as of the date you first submit AN order or accept these Terms of Sale.
IF YOU DO NOT AGREE TO THESE TERMS OF SALE OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS BELOW, YOU MUST NOT PLACE ANY ORDER ON THE WEBSITE.
THESE TERMS OF SALE CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY AND GOVERN HOW DISPUTES BETWEEN YOU AND SIERRA ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT BELOW WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND SIERRA TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION, UNLESS YOU OPT OUT. IN ADDITION: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, AND NOT IN ANY CLASS OR REPRESENTATIVE PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
Capitalized words and phrases used in these Terms of Sale have the definitions given herein, or, if not defined herein, have their plain English meaning as commonly interpreted in the United States.
You are (1) not a minor and are legally permitted to enter into a binding contract, including these Terms of Sale, with SIERRA under the law applicable to you; (2) a resident of the United States; and (3) a consumer, not a reseller. If you do not meet each of these requirements, you may not enter into these Terms of Sale or order any Product on the Website.
These Terms of Sale constitute your entire agreement with SIERRA with respect to any Product ordered and purchased on our Website and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and SIERRA with respect to such orders and purchases and all such Products.
Other terms and conditions may govern SIERRA’s other offerings, including access to the Website and use of SIERRA mobile apps, and you may be required to agree to those terms and conditions before accessing or using such offerings. In the event of a conflict between these Terms of Sale and any other agreement you have entered into with SIERRA, these Terms of Sale will control as to your orders for and purchases of Products from the Website and your subsequent use of those Products, and any other agreement will control with respect to the offerings to which it applies.
We may revise and update these Terms of Sale from time to time in our sole discretion. All changes are effective immediately when we post them and will apply to any orders placed from that date forward. All orders placed prior to our posting a new version of these Terms of Sale, however, will remain governed by the version of the Terms of Sale in place at the time you placed your order.
While SIERRA endeavors to display the details of each Product on the Website accurately, errors may occur (e.g. for technical reasons, such as network failures, errors in transmission, etc.). For this reason, information on the Website regarding the details of a Product is included as a guide only and we make no representations as to the completeness, accuracy, reliability, validity, or timeliness of any listings, descriptions, or images for any Products available on the Website (including any features and specifications such as weights and sizes). Such information and the availability of any Product (including the validity of any coupon or discount) are subject to change at any time without notice. If you are uncertain about the details of any Product, please contact us at [_________].
After selecting your desired Product(s), you may place an order for them by proceeding through and completing the checkout process as directed on the Website. By completing the checkout process and submitting your payment information, you make SIERRA an offer to purchase the Products in your order pursuant to these Terms of Sale and agree to pay SIERRA for such Products if and when SIERRA accepts your offer.
After completing the checkout process and submitting your order, we will send you an email acknowledging your order and detailing the Products you have ordered. Please store your order number and date for future reference. The order acknowledgement confirms that SIERRA has received your order, but does not constitute SIERRA’s acceptance of your order.
Once we process and accept your order, we will send you an email or text message confirming your order (the “Order Confirmation”). The Order Confirmation constitutes our acceptance of your order and, upon your receipt of the Order Confirmation, your order becomes a binding contract between you and SIERRA, governed by these Terms of Sale. You are deemed to have received the Order Confirmation on the date we send the email to the address you provide with your order.
You may cancel or update your order up until SIERRA has sent you the Order Confirmation, so please contact us if the order acknowledgement appears incomplete or incorrect. You may not modify or cancel your order after we send the Order Confirmation. If an Order Confirmation differs from your order in any way, including with respect to Products, prices, or quantity, you must notify us immediately of the discrepancy and we will, in our discretion, either correct the discrepancy or cancel your order. If you fail to notify us of any discrepancy before we ship your Products, you agree that the terms of our Order Confirmation will apply to your order.
Fulfillment of all orders is subject to availability. If a Product that you have ordered is not in stock (including if the ordered quantity is partially not in stock), we may cancel your order or, where we expect the Product to come back in stock, we may contact you and permit you to maintain your order. In all cases, we explicitly reserve the right not to accept or fulfill your order for any reason.
We will ship the Products in your order using the shipping method you select during the checkout process. We will endeavor to deliver all Products to the address you provide in your order (your “Delivery Address”) within a reasonable period of time after sending you the Order Confirmation. Shipping and delivery dates, however, are estimates only and cannot be guaranteed. If Products are not available within the estimated delivery times or in the ordered quantity, we may notify you through the contact information you provided with your order. If Products are not available in the ordered quantity, you may decide to receive such lower quantity and cancel the remaining ordered quantity or cancel your entire order.
Title and risk of loss in and to the Products will pass to you upon our delivery of the Products to the carrier for shipment. Delivery is deemed completed when the Products are delivered to the Delivery Address. You agree to reimburse us for any additional storage, insurance, shipment, or handling costs that we incur due to your failure to take delivery at your Delivery Address.
PRICES AND PAYMENT
Although SIERRA endeavors to ensure that all prices on the Website are accurate, errors may occur. If SIERRA discovers an error in the price of Products you have ordered, SIERRA will endeavor to inform you and give you the option of reconfirming your order at the correct price or cancelling the order entirely. We will not be obliged to supply Products at an incorrect price, even if we have already issued an Order Confirmation.
Prices on the Website may not include shipping and handling charges or applicable taxes, which, if applicable, will be communicated to you during the ordering process or included in the Order Confirmation. Prices may change at any time prior to (but not after) our issuance of the Order Confirmation and acceptance of your order. SIERRA does not price match with dealers or competitors.
During the checkout process, you will be asked to select a payment method for your order. By specifying a credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism in your order, you grant SIERRA the right to charge the applicable payment account you provided for all prices, taxes, and any applicable shipping and handling, incurred in connection with your order. We will charge the applicable payment account upon acceptance of your order and will dispatch the Products after we receive payment in full. You represent and warrant that the payment details you provide with your order are valid and correct and that you are an authorized user on the applicable payment account.
Upon taking delivery of a Product, you shall promptly inspect each Product to verify that it (1) is the Product your ordered and (2) was not damaged during shipment (“Nonconforming Products”). If you receive a Nonconforming Product, You must notify SIERRA’s customer service department within 5 days of delivery
INSTALLATION AND USE
You are solely responsible for the proper selection, installation, and use of all Products. You agree to read and follow any instructions accompanying each Product, as well as the relevant user or product manuals and installation guides, which you may access online at http://manuals.sierraparts.com/ (“Manuals”). You agree to always install any spare parts that you purchase on the Website in accordance with the relevant SIERRA Manual for the Product into which you intend to install and use the spare parts.
Please note that ANY use, installation or maintenance of any Product which is not carried out in accordance with SIERRA’s instructions or manuals may cause personal injury, DEATH, or DAMAGE TO PROPERTY, INCLUDING THE PRODUCT itself. SIERRA DISCLAIMS ANY AND ALL LIABILITY RELATING TO YOUR USE OF any PRODUCT NOT IN ACCORDANCE WITH THE applicable MANUAL or any other instructions provided by SIERRA.
The Products may be subject to a limited manufacturer’s warranty (“Limited Product Warranty”), which will be provided in accordance with the terms and exclusions in effect at the time of shipment. All Limited Product Warranty terms and exclusions applicable to each Product are available (1) in the warranty cards that accompany the Products, (2) as displayed on our Website, or (3) upon request from SIERRA at email@example.com.
EXCEPT FOR THE LIMITED Product WARRANTY applicable to any product, each product PROVIDED BY SIERRA is sold “AS IS” and WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND. SIERRA EXPRESSLY DISCLAIMS, AND you DISCLAIM ANY RELIANCE ON, ALL other REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESS OR IMPLIED, REGARDING THESE TERMS OF SALE AND all products, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. your sole and exclusive remedy for any breach of A LIMITED product warranty is set forth in SUCH LIMITED product warranty.
If you are asserting a warranty claim, please visit our warranty page for details.
30 DAY RETURN POLICY
If you are not satisfied with your purchase of a Product, SIERRA may allow you to return the Product if permitted under our Return Policy. All Products must meet all of the requirements of the Return Policy to be eligible for return. For Products purchased from an authorized dealer, the dealer’s return policy applies; please contact your selling dealer directly for more information.
EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible to you for any failure to perform, or delay in performance of, any of our obligations under these Terms of Sale where such failure or delay is caused by or results from acts or circumstances outside our reasonable control, including acts of god, fire, flood, earthquake, severe weather, disasters, explosions, war, invasion or hostilities (whether declared or not), acts of terrorism, riot, or other civil unrest, national emergency, revolution, lockouts, strikes or other labor disputes (whether or not involving our employees), epidemics, pandemics, acts of state, local or federal government or of any other competent authorities, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage as well as other force majeure events pursuant to applicable law.
LIMIT OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SIERRA, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OF SALE OR ANY PRODUCTS, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF SIERRA AND/OR ITS PARENT, SUBSIDIARIES OR AFFILIATES WERE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TOTAL CUMULATIVE LIABILITY OF SIERRA, ITS PARENT, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS, IN CONNECTION WITH THESE TERMS OF SALE AND ALL PRODUCTS, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID TO SIERRA FOR THE SPECIFIC PRODUCT GIVING RISE TO SUCH LIABILITY OR $50, WHICHEVER IS GREATER.
YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS OF SALE WITHOUT THESE LIMITATIONS ON OUR LIABILITY. THE FOREGOING DOES NOT AFFECT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SIERRA, ITS PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, LAWSUITS, CAUSES OF ACTION, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) AND OTHER EXPENSES THAT ARISE DIRECTLY OR INDIRECTLY OUT OF OR FROM: (1) YOUR ACTUAL OR ALLEGED BREACH OF THESE TERMS OF SALE; AND/OR (2) YOUR USE, INSTALLATION, OR MAINTENANCE OF ANY PRODUCT, OTHER THAN IN ACCORDANCE WITH THE INSTRUCTIONS WE PROVIDE IN CONNECTION WITH SUCH PRODUCT.
The interpretation of the rights and obligations of the parties under these Terms of Sale, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Illinois as such laws apply to contracts between Illinois residents performed entirely within Illinois, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Sale, and the parties hereby disclaim the application thereof.
You and SIERRA agree that any dispute that has arisen or may arise between us relating in any way to any order or Product, any subsequent use of any Product, or the validity, interpretation, breach, enforcement, or termination of these Terms of Sale, or otherwise relating to SIERRA in any way (collectively, “Covered Disputes”) will be resolved in accordance with the provisions set forth below.
You and we agree that United States federal law including the Federal Arbitration Act, and (to the extent not inconsistent with or pre-empted by federal law) the laws of the State of Illinois, without regard to conflict of laws principles, will govern all Covered Disputes. Such body of law will apply regardless of your residence or the location of where you use the Products.
Our Arbitration Agreement
You and we agree that these Terms of Sale evidence a transaction involving interstate commerce, and the Federal Arbitration Act applies in all cases and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings. Any Covered Dispute must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Supplementary Procedures for Consumer-Related Disputes (including utilizing desk, phone or video conference proceedings where appropriate and permitted to mitigate costs of travel). We will reimburse those fees for claims totaling less than $5,000 unless the arbitrator determines the claims are frivolous. You and we agree that the arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. You and we agree that the arbitrator, and not any federal, international, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms of Sale, including any claim that all or any part of these Terms of Sale is void or voidable or a particular claim is subject to arbitration. You and we agree that judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. You and we agree that the arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
There are only two exceptions to this agreement to arbitrate. First, if either party reasonably believes that the other party has in any manner violated or threatened to infringe the intellectual property rights of the other party, the party whose rights have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction. Second, each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.
Unless you and we agree otherwise and except as described above with respect to relief sought in small claims court, in the event that the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of the agreement to arbitrate or as a result of a decision by the arbitrator or a court order, you agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and SIERRA must be resolved exclusively by a state or federal court located in Chicago, Illinois. You and we agree to submit to the exclusive personal jurisdiction of the courts located within Chicago, Illinois for the purpose of litigating all such claims or disputes.
You May Opt-Out of Arbitration
WHEN YOU FIRST SUBMIT AN ORDER AND ENTER INTO THESE TERMS OF SALE WITH RESPECT TO THAT ORDER, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE PROVISION (“OPT-OUT”) BY EMAILING US AN OPT-OUT NOTICE TO ARBITRATIONOPTOUT@SIERRA.COM (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE RECEIVED NO LATER THAN 30 DAYS AFTER THE DATE YOU ENTER INTO THESE TERMS OF SALE FOR AN APPLICABLE ORDER.
In order to opt-out, you must email your name, address (including street address, city, state, and zip code), and email address to: firstname.lastname@example.org. This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms of Sale will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.
You Waive Certain Rights
BY AGREEING TO THESE TERMS OF SALE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE (1) TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE), (2) TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES, AND (3) TO A TRIAL BY JURY EVEN IF ANY ARBITRATION IS NOT REQUIRED UNDER THESE TERMS OF SALE.
REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR ANY USE OF THE WEBSITE OR CONTENT MUST BE FILED WITHIN 1 YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
Unless otherwise specified in these Terms of Sale, any notices required or allowed under these Terms of Sale will be provided to SIERRA by postal mail to the address for SIERRA listed on the Website. SIERRA may provide you with any notices required or allowed under these Terms of Sale by sending you an email to the email address you provide to SIERRA in connection with your order, provided that in the case of any notice applicable to both you and other users of the Website, SIERRA may instead provide such notice by posting on the Website. Notices provided to SIERRA will be deemed given when actually received by SIERRA. Notice provided to you will be deemed given 24 hours after posting to the Website or sending via e-mail, unless (as to e-mail) SIERRA party is notified that the e-mail address is invalid.
You agree to comply with all applicable laws, regulations and ordinances relating to your purchase and use of Products under these Terms of Sale, including all export and import laws. You may not export or re-export the Products to certain countries or to those persons or entities prohibited from receiving exports from the United States. Except as expressly set forth in these Terms of Sale, these Terms of Sale may be amended or modified only by a writing signed by both parties. All waivers by SIERRA under these Terms of Sale must be in writing or later acknowledged by SIERRA in writing. Any waiver or failure by SIERRA to enforce any provision of these Terms of Sale on one occasion will not be deemed a waiver by SIERRA of any other provision or of such provision on any other occasion. If any provision of these Terms of Sale is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. You may not assign or transfer either these Terms of Sale or any of your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without our prior written approval. Any assignment in violation of the foregoing will be null and void. We may assign these Terms of Sale to any party that assumes our obligations hereunder. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.